SecProbe.io

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                                    October 3, 2005

VIA FACSIMILE AND EDGAR TRANSMISSION

H. Christopher Owings
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549-0303

                           Re:      The Union Light, Heat and Power Company
                                    Registration Statement on Form S-3
                                    Filed August 8, 2005
                                    File No. 333-127311
Dear Mr. Owings:

         On behalf of The Union Light, Heat and Power Company (the "Company"),
and per a conversation with Sondra Snyder, Staff Accountant, on September 19,
2005, we have the following response to your comment letter dated
September 6, 2005 relating to the registration statement on Form S-3 filed by
the Company on August 8, 2005 (Commission File No. 333-127311).  This response
supplement ULH&P's initial response in our letter dated September 9, 2005.

         For your convenience, we have included your comment below in bold with
the Company's corresponding response following the bold comment.

Form 10-K for Fiscal Year Ended December 31, 2004

Executive Officers, page 193

1.       We note that your Vice President, Finance and Controller, Ms. Lynn J.
         Good was a partner in Deloitte & Touche, LLP's Cincinnati, Ohio
         offices prior to joining Cinergy, Cincinnati Gas & Electric Company
         and PSI Energy, Inc. in May 2003 as Vice President, Financial Project
         Strategy.  Ms. Good was subsequently appointed Vice President, Finance
         and Controller in November 2003.  Please have your independent
         auditors tell us how they were able to determine that your employment
         of Ms. Good was consistent with the auditor independence provisions of
         Section 206 of the Sarbanes-Oxley Act of 2002.  In this regard, to the
         extent that Ms. Good was involved in any capacity in the audits of one
         or more Cinergy entities prior to her employment with you, please
         explain Ms. Good's specific responsibilities during the period from
         May 2003 through November 2003 in her capacity as Vice President,
         Financial Project Strategy.  Refer also to the Executive Summary, SEC:
         Sarbanes-Oxley Mandated Rules are Finalized on Auditor Independence
         dated February 21, 2003.

         Ms. Good's employment with Cinergy, The Cincinnati Gas & Electric
Company and PSI Energy, Inc. (the "Registrants") in May 2006 in the "financial
reporting oversight role" of Vice President, Financial Policy & Strategy
complied with the requirements set forth in Rule 2-01(c)(2)(iii) of Regulation
S-X that were in effect prior to May 6, 2003. Deloitte & Touche LLP ("D&T") has
represented to the Registrants that, prior to joining the Registrants in the
aforementioned role, Ms. Good:

(i)               Did not (and does not now) influence the operations or
                  financial policies of D&T;
(ii)              Did not (and does not now) have any capital balance in D&T;
                  and
(iii)             Because Ms. Good did not vest in any D&T sponsored retirement
                  plans, there is no ongoing financial arrangement - fixed or
                  otherwise now or in the future.

         D&T also represented to the Registrants that it undertook the
procedures as required under Independence Standard No. 3, Employment with Audit
Clients issued by the Independence Standards Board with respect to Ms. Good's
employment with the Registrants.

         As noted above, D&T determined that it complied with the applicable
independence rules in effect prior to May 6, 2003. In addition, as the
Registrants stated in their previous correspondence dated September 9, 2005,
because Ms. Good had joined the Registrants in a "financial reporting oversight
role" prior to May 6, 2003, the effective date of the SEC's rule implementing
Section 206 of the Sarbanes-Oxley Act of 2002, Ms. Good's employment did not
create any new independence issues for D&T under those new rules. In this
regard, the SEC stated in its adopting release:

         "Provided the following relationships did not impair the accountant's
         independence under pre-existing requirements of the Commission, the
         Independence Standards Board, or the accounting profession in the
         United States, an accountant's independence will not be deemed to be
         impaired: (1) by employment relationships described in ss.
         210.2-01(c)(2)(iii)(B) that commenced prior to May 6, 2003."

         Accordingly, D&T has determined, and confirmed to the Registrants that
it is independent of the Registrants under all applicable auditor independence
provisions, including Rule 2-01 of Regulation S-X.

                                  * * * * *

         Please do not hesitate to call me at (513) 287-2492 with any questions
regarding the foregoing.

                                            Very truly yours,

                                            /s/J. William DuMond

                                            J. William DuMond, Esq.

cc:      Wendy L. Aumiller
         Vice President and Treasurer
         The Union Light, Heat and Power Company

         David A. Neuhardt, Esq.
         Thompson Hine LLP

         Charles S. Whitman III, Esq.
         Davis Polk & Wardwell

         David S. Maltz, Esq.
         Cinergy Services, Inc.

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